AGREEMENT GOVERNING CONTRIBUTION OF WORKING CAPITAL
TO
INVESTORS XXXX SERIES FUND, INC.
BY
TRANSOCEAN HOLDING CORPORATION
THIS AGREEMENT is made by and between Investors Xxxx Series Fund, Inc.
("Fund"), a Maryland corporation, and TRANSOCEAN HOLDING CORPORATION
("Transocean"), a corporation with its principal place of business in State of
New York.
WHEREAS, Transocean desires that the Portfolios of the Fund have
sufficient assets to be able to efficiently invest in a diversified portfolio of
securities; and
WHEREAS, Transocean proposes to contribute four Million Dollars
($4,000,000) ("Working Capital") to the Portfolio(s) in the manner hereinafter
described; and
WHEREAS, it is necessary and desirable that the terms under which said
Working Capital is contributed and the respective rights of Transocean and the
Fund with respect thereto be determined;
NOW, THEREFORE, it is hereby agreed between Transocean and the Fund as
follows:
I
Transocean will provide for the contribution to the Fund the sum of Four
Million Dollars ($4,000,000) to be apportioned among the Portfolios as is
specified in Attachment A. Transocean hereby represents and agrees that such
Working Capital is for investment purposes and not for the purpose of redeeming
or disposing of any interest in the Portfolio resulting from such contribution.
This Working Capital is in addition to any minimum capital requirement imposed
upon the Fund.
II
In consideration for the contribution of the Working Capital and
without deduction of any sales or other charges, the Fund shall credit
Transocean with shares. Such shares shall share pro rata in the investment
performance of the Portfolio and shall be subject to the same valuation
procedures and the same periodic charges as are other shares of such Portfolio.
III
Transocean hereby acknowledges that by the contribution of such Working
Capital, Transocean is not and shall not be regarded as a creditor of the Fund
and that the relationship of debtor-creditor between the Fund and Transocean
does not exist with respect to the amount so contributed. Transocean agrees that
the contribution of the Working Capital does not now and shall not in the future
deem Transocean the holder of any interest other than as provided in Section II
of this Agreement. Transocean agrees that its interest in the Portfolio as a
result of such Contribution shall be neither senior to nor subordinate to the
beneficial interests of the Portfolio held by (I) owners of variable annuity
contracts and other variable insurance contracts issued with respect to the
separate accounts of insurance companies, or (ii) participants in qualified
pension and other retirement plans. Transocean further agrees that in the event
the Portfolio is liquidated, Transocean shall have no preferential rights of any
kind over such contract owners or qualified plan participants but shall share
ratably with them.
IV
All commitments of Transocean hereunder shall be forever binding upon
its successor or successors. This Agreement may not be assigned by the parties.
V
Transocean agrees that it will not seek and a withdrawal of contributed
Working Capital shall not occur unless the below listed circumstances and
conditions have been met. The time periods in this section are measured from the
date the Working Capital is contributed.
A. During the first year, no withdrawal from a Portfolio will be allowed if it
results in a Net Redemption. For purposes of this agreement, a Net
Redemption is a withdrawal from a Portfolio that, on the day of the
request, would exceed the amount of available cash, including any amounts
transferred or deposited into the Portfolio, and, as a result, require the
sale of Portfolio assets.
B. No Working Capital may be withdrawn during the first six (6) month period.
C. After the first six (6) months and prior to the end of the first year,
withdrawals may occur so long as the Portfolio's balance is not reduced
below $20,000,000.
D. After the first year and prior to the end of the second year, withdrawals
may occur so long as the Portfolio's balance is not reduced below
$15,000,000.
E. After the second year and prior to the end of the third year, withdrawals
may occur so long as the Portfolio's balance is not reduced below
$10,000,000.
F. Beginning with the first day of the fourth (4th) year, withdrawals may
occur without regard to a minimum Portfolio balance.
VI
The Fund, on behalf of the Portfolio, hereby accepts the contribution
of such Working Capital subject to the terms of the Agreement.
Executed this _____ day of ___________, 1997.
TRANSOCEAN HOLDING CORPORATION
By:_________________________________
Xxxxxx Xxxxxxxxxxx, Asst. Secretary
INVESTORS XXXX SERIES FUND, INC.
By:_________________________________
ATTACHMENT A
PORTFOLIO SUB-ADVISOR AMOUNT
--------- ----------- ------
Small Cap Growth Xxxxx, Xxx & Xxxxxxx $2,000,000
Large Cap Growth Xxxxx, Xxx & Farnham $2,000,000
$4,000,000
